<SUBMISSION>
<ACCESSION-NUMBER>0000950129-02-006012
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20021205
<ITEMS>5
<ITEMS>7
<FILING-DATE>20021205
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NATURAL RESOURCE PARTNERS LP
<CIK>0001171486
<ASSIGNED-SIC>1220
<IRS-NUMBER>352164875
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-31465
<FILM-NUMBER>02849744
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>601 JEFFERSON STREET
<STREET2>SUITE 3600
<CITY>HOUSTON
<STATE>TX
<ZIP>77002
<PHONE>7137517514
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>601 JEFFERSON STREET
<STREET2>SUITE 3600
<CITY>HOUSTON
<STATE>TX
<ZIP>77002
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>h01845e8vk.txt
<DESCRIPTION>NATURAL RESOURCE PARTNERS L.P.- DECEMBER 5, 2002
<TEXT>
<PAGE>
 ==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 5, 2002

                              --------------------

                         NATURAL RESOURCE PARTNERS L.P.
             (Exact name of registrant as specified in its charter)


          DELAWARE
(State or other jurisdiction        001-31465               35-2164875
     of incorporation or         (Commission File        (I.R.S. Employer
        organization)                Number)            Identification No.)


  601 JEFFERSON, SUITE 3600
       HOUSTON, TEXAS
    (Address of principal                                      77002
     executive offices)                                     (Zip code)


       Registrant's telephone number, including area code: (713) 751-7507

 ==============================================================================
<PAGE>
ITEM 5. OTHER EVENTS.


      Reference is made to the Natural Resource Partners L.P. press release
attached as Exhibit 99.1 and incorporated by reference in this Form 8-K, which
relates to the completion of the company's acquisition of coal reserves from
subsidiaries of El Paso Corporation for $57 million in cash.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.     Description
-----------     -----------
   99.1         Press release issued December 5, 2002
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    NATURAL RESOURCE PARTNERS L.P.
                                    (Registrant)

                                    By:   NRP (GP) LP
                                          its General Partner

                                    By:   GP Natural Resource Partners LLC
                                          its General Partner


                                          --------------------------------
                                          Charles H. Kerr
                                          Secretary

      Dated: December 5, 2002
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
-----------       -----------
   99.1           Press release issued December 5, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>h01845exv99w1.txt
<DESCRIPTION>PRESS RELEASE ISSUED DECEMBER 5, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

NATURAL RESOURCE PARTNERS ANNOUNCES COMPLETION OF ACQUISITION OF COASTAL COAL
ASSETS FROM EL PASO CORPORATION

HOUSTON, Dec. 5 /PRNewswire-FirstCall/ -- Natural Resource Partners L.P. (NYSE:
NRP) announced today it has completed its previously announced acquisition of
certain Coastal Coal land assets from El Paso Corporation (NYSE: EP) for $57
million dollars. The purchase and sale agreement has been amended to delete
certain conditions precedent and post-closing covenants as well as granting El
Paso an overriding royalty interest in certain assets while reducing the
purchase price. The transaction also includes the leaseback of certain reserves
to Coastal Coal Company, LLC and Coastal Coal-West Virginia, LLC.

Natural Resource Partners estimates the transaction will generate between $8.0
million and $8.6 million in earnings before interest, taxes and depreciation,
depletion and amortization (EBITDA) in the first year. The partnership expects
to initially finance the transaction through its currently undrawn $100 million
credit facility. The transaction will be accretive to both cash flow and
earnings on a per unit basis.

Natural Resource Partners L.P. is headquartered in Houston, TX, with its
operations headquarters in Huntington, WV. NRP is a master limited partnership
that is principally engaged in the business of owning and managing coal
properties in the three major coal producing regions of the United States:
Appalachia, the Illinois Basin and the Powder River Basin.

For additional information, please contact Kathy Hager at 713-751-7555 or
khager@nrplp.com. Further information about NRP is available on the
partnership's website at http://www.nrplp.com.

This press release may include "forward-looking statements" as defined by the
Securities and Exchange Commission. Such statements are those concerning the
EBITDA to be generated by the transaction in the first year. All statements,
other than statements of historical facts, included in this press release that
address activities, events or developments that the partnership expects,
believes or anticipates will or may occur in the future are forward-looking
statements. These statements are based on certain assumptions made by the
partnership based on its experience and perception of historical trends, current
conditions, expected future developments and other factors it believes are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the control of
the partnership. These risks include, but are not limited to, decreases in
demand for coal; changes in operating conditions and costs; production cuts by
our lessees; commodity prices; unanticipated geologic problems; changes in the
legislative or regulatory environment and other factors detailed in Natural
Resource Partners' Securities and Exchange Commission filings.

</TEXT>
</DOCUMENT>
</SUBMISSION>
